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Vision & Mission Our Business  Overview Value Chain Products & Brands Our Governance The 2005 Code Board Committees Board of Directors Careers@gar |
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| Board Committees Principle 4: There should be a formal and transparent process for the appointment of new directors to the Board. Principle 5: There should be a formal assessment of the effectiveness of the Board as a whole and the contribution by each director to the effectiveness of the Board. (i) Nominating Committee The Company has established a Nominating Committee to, inter alia, make recommendations to the Board on all Board appointments. There are 3 directors in the NC, 2 of whom including the chairman, are non-executive and independent. Members of the NC are as follows: Hong Pian Tee (NC Chairman) Lew Syn Pau Franky Oesman Widjaja The NC has written terms of reference that describe the responsibilities of its members, i.e. to:
All new Board appointments are channelled to the NC first before being channelled to the Board for approval. Potential candidates to fill casual vacancies are sourced with suggestions from directors, management or external consultants. The NC then evaluates the suitability of the potential candidate for the position taking into account, inter alia, his knowledge, skills, experience and his ability to contribute to the Board's effectiveness. Upon the NC's recommendation, the Board approves the new appointment. In the event that the membership of the NC falls below the minimum number of 3 members, it shall be dissolved, and any new nominations are channelled directly to the Board for approval after which the NC is reconstituted with the requisite number of members. Pursuant to the Constitution, save for the position of Chief Executive Officer, all directors are to submit themselves for re-election at regular intervals. In particular, one-third of the directors retire from office by rotation at the annual meeting ("AM"), and newly appointed directors must submit themselves for re-election at the AM immediately following his appointment. The Board is satisfied with the current practice. Mr. Frankle (Djafar) Widjaja, Mr. Simon Lim and Mr. Hong Pian Tee retire from office by rotation at the forthcoming AM under Article 90 of the Constitution, and have offered themselves for re-election. The NC has recommended their re-election at the forthcoming AM. The NC is tasked to carry out the processes as implemented by the Board for the purpose of assessing the effectiveness of the Board as a whole and for assessing the contribution by each individual director to the effectiveness of the Board. The Company has in place a system to assess the effectiveness/performance of the Board and acts, where appropriate, on feedback from Board members, on improvements. During the evaluation process, each director is required to complete the respective forms for self-assessment as well as for assessment of the Board's performance, based on pre-determined performance criteria. Principle 11: The Board should establish an Audit Committee with written terms of reference which clearly set out its authority and duties. Principle 12: The Board should ensure that the Management maintains a sound system of internal controls to safeguard the shareholders' investments and the company's assets. Principle 13: The company should establish an internal audit function that is independent of the activities it audits. (ii) Audit Committee The Company has established an Audit Committee comprising 3 members, with written terms of reference which clearly set out its authority and duties. All of the members including the chairman, are non-executive and independent. Members of the AC are as follows: Hong Pian Tee (AC Chairman) Lew Syn Pau Kaneyalall Hawabhay The Board is satisfied that the members of the AC are appropriately qualified to discharge their responsibilities. The AC has the explicit authority to investigate any matter within its terms of reference. In addition, the AC has full access to and co-operation of management and full discretion to invite any director or executive officer to attend its meetings. Reasonable resources are made available to enable it to discharge its functions properly. In addition to its statutory functions, the AC considers and reviews any other matters as may be agreed to by the AC and the Board. In particular, the duties of the AC include:
The AC reviews the independence of the external auditors. In performing its functions, the AC meets with the internal and external auditors, and reviews the audit plans and overall scope of both internal and external audits, and the co-operation and assistance given by management to the auditors. Where necessary, the AC also meets with the internal and external auditors without the presence of management. The internal and external auditors have unrestricted access to the AC. During the course of the audit, the external auditors carry out a review of the effectiveness of the Group's material internal controls, including financial, operational and compliance controls to the extent of their scope as laid out in their audit plan. Material non-compliance and internal control weaknesses noted during their audit are reported to the AC together with their recommendations. The AC has reviewed the Group's risk assessment, and, based on the audit reports and management controls in place, is satisfied that there are adequate internal controls in the Group. The role of the internal auditor is to assist the AC to ensure that the Company maintains a sound system of internal controls. The Company's internal audit functions are serviced in-house. The Chief Internal Auditor reports to the chairman of the AC. On administrative matters, he reports to the Chief Executive Officer. The Chief Internal Auditor has met the standards set by nationally or internationally recognised professional bodies including the Standards for the Professional Practice of Internal Auditing set by The Institute of Internal Auditors. The AC ensures that the internal audit function is adequately staffed and has appropriate standing within the Company. It also ensures the adequacy of the internal audit function. Given that the internal audit function as a strong independent control unit within the Company reports to the AC, the Board is satisfied that the system is in place for any concerns to be reported to the members of the AC. Internal Controls There is appropriate and adequate review by the AC of the adequacy of the Company's internal financial controls, operation and compliance controls, and risk management policies and systems established by management. In this review, the AC had been assisted by both the external auditors and the internal auditors, and this review is conducted at least once every year. Principle 7: There should be a formal and transparent procedure for developing policy on executive remuneration and for fixing the remuneration packages of individual directors. No director should be involved in deciding his own remuneration. Principle 8: The level of remuneration should be appropriate to attract, retain and motivate the directors needed to run the company successfully but companies should avoid paying more than is necessary for this purpose. A significant proportion of executive directors' remuneration should be structured so as to link rewards to corporate and individual performance. Principle 9: Each company should provide clear disclosure of its remuneration policy, level and mix of remuneration, and the procedure for setting remuneration in the company's annual report. It should provide disclosure in relation to its remuneration policies to enable investors to understand the link between remuneration paid to directors and key executives, and performance. (iii) Remuneration Committee The Company has established a Remuneration Committee ("RC") with specified terms of reference, including the review of compensation policy. There are currently 3 directors in the RC, of whom 2 are non-executive and, including the chairman, are independent. The Board views that the current RC composition is adequate as a majority of the members are independent, and the chairman is non-executive and independent. Members of the RC are as follows: Lew Syn Pau (RC Chairman) Hong Pian Tee Franky Oesman Widjaja The RC's role is to review and recommend to the Board, an appropriate and competitive framework of remuneration or compensation policy for the Board and key executives within the Group. Remuneration of directors of the Company in the relevant bands for the year ended 31 December 2010 is as follows: |
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| The top 5 key executives of the GAR Group who are not directors of the Company ("Key Executives") are as follows: Jo Daud Dharsono Ng Milton Subianto The Biao Ling Budi Wijana Chen Sau Hua The Key Executives' remuneration for the year ended 31 December 2010 falls within the bands as set out below: |
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| Mr. Franky Oesman Widjaja, Mr. Muktar Widjaja and Mr. Frankle (Djafar) Widjaja are brothers. For the year ended 31 December 2010, other than disclosed above, none of the directors had immediate family members who were employees and whose remuneration exceeded S$150,000. Share Scheme The Company introduced the GAR Group Restricted Share Plan ("RSP") which was approved by shareholders at the Special Meeting of the Company held on 24 October 2008. There were no long-term incentive schemes prior to this approved RSP. The RSP is intended to align the interests of key management and executives with the interests of shareholders. It is also expected to enhance the Company's competitiveness in attracting and retaining talented key senior management and executives. The plan contemplates the award of fully paid shares of the Company free of charge, upon meeting prescribed performance target(s) and/or service condition(s). Non-executive directors and controlling shareholders/their associates are not eligible to participate in the RSP. Awards granted under the RSP will vest upon the satisfactory achievement of pre-determined operational and financial performance targets. The RSP Committee will be formed to select the participant and determine the number of shares which would be awarded under the RSP. In the selection of the participant, the RSP Committee shall take into account criteria such as, inter alia, the participant's capability, scope of responsibility, skill, vulnerability to leaving the employment of the Company, job performance, years of service, potential for future development, contribution to the success and development of the GAR Group and the extent of effort and resourcefulness required to achieve the service conditions and/or performance targets within the performance and/or service periods (as the case may be). The total number of new shares which may be issued pursuant to awards granted under the RSP shall not exceed 15% of the total number of issued shares of the Company (excluding treasury shares) on the day preceding the relevant date of an award. Subject to prevailing rules and legislation, the Company may deliver shares to participants upon vesting of their awards by way of issue of new shares; and/or transfer of existing shares (by way of purchase of existing shares) for delivery to participants. As at 31 December 2010, no awards have been granted by the Company under the RSP. The RSP Committee, comprising directors of the Company, will be duly appointed by the Board at the appropriate time for administration of the RSP. (iv) Executive/Board Committee The Board has established a committee of directors ("BC") to supervise the management of the business and affairs of the Group. The BC, which comprises the following members, assists the Board in the discharge of its duties by, inter alia, approving the opening, closing of banking accounts and acceptance of banking facilities up to certain limits: Group A Franky Oesman Widjaja Muktar Widjaja Frankle (Djafar) Widjaja Group B Simon Lim Rafael Buhay Concepcion, Jr. Communication with shareholders Principle 10: The Board should present a balanced and understandable assessment of the company's performance, position and prospects. Principle 14: Companies should engage in regular, effective and fair communication with shareholders. Principle 15: Companies should encourage greater shareholder participation at AGMs, and allow shareholders the opportunity to communicate their views on various matters affecting the company. Since 2003, the Company has announced its results on a quarterly basis. The Company does not practice selective disclosure of material information. The Company conveys material information and its quarterly results through announcements made on SGXNET, and is required to comply with the continuous disclosure obligations set out in the Listing Manual. Results and annual reports are announced or issued within the specified/stipulated period. The Company also meets with investors, analysts and fund managers from time to time. All shareholders of the Company receive the annual reports and notice of AM. The notice is also advertised in the newspapers. At the AM, shareholders are given the opportunity to air their views and ask directors or management questions regarding the Group. Members of the NC, AC and RC and the external auditors are asked to be present to address questions at the AM. The Constitution allows a member of the Company to appoint one or two proxies to attend and vote instead of the member at members meetings. At members meetings, each distinct issue is proposed as a separate resolution. Absentia voting methods are currently not permitted. Dealings in Securities The Company complies with the SGX-ST best practices on dealings in securities, and has devised and adopted its own internal compliance code to provide guidance with regard to dealing in the Company's securities by the Company, its directors and officers. Dealings in the Company's securities are prohibited during the period commencing (i) two weeks before announcement of the Company's first, second and third quarter results and (ii) one month before the announcement of the Company's full year results, and ending on the date of the announcement of the results. Such dealings in the Company as well as other listed companies' securities are also prohibited whilst in possession of unpublished material price-sensitive information in relation to those securities. |
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